Rise of Skywalker
by Fictionstv
Summary: A Dark Side interpretation of the Rise of Skywalker film. As Rey and her friends work to find Exegol and stop a legion of star destroyers, Kylo Ren does everything in his power to stop them. But nothing is as it seems as a new Sith Lord emerges. (Heavy Spoilers)


(Heavy Spoilers)

**Star Wars **

**Rise of Skywalker **

Kylo Ren took a lone Tie fighter and went through a hostile red nebula filled with asteroid debris on his way to the planet Exegol. He expertly piloted through the stormy atmosphere and landed a short distance away from a massive pyramid structure that appeared to be hovering above the ground. Kylo went underneath the structure and then descended further on a platform that took him into a facility deep underground. Inside, it was nearly all dark, so Kylo ignited his red cross-guard lightsaber to lead him forward. There, he heard a distorted voice in his head.

"Is it time?" it asked.

"Not yet. It's not enough that I destroy the Resistance. I must snuff out all opposition to us in the galaxy. We will gather them together and lure them to their doom," Kylo said confidently.

"I grow impatient," the voice replied.

Kylo then saw the source of the voice, a dark figure wearing a mask and hood. The mask resembled that of an ancient Sith Lord, Darth Revan. Kylo took a knee before the masked figure. "I've waited years to find you, to restore you, to bring you here," Kylo said.

"Rise, my old friend," Darth Revan replied.

Darth Revan then took out a lightsaber and ignited both red ends. Kylo ignited his own and the two clashed with their blades with ferocious intensity. As they fought, they destroyed the old science equipment in the facility with their use of the Force. Darth Revan then disarmed Kylo, shut off one end of the double-bladed lightsaber and ran him through. Kylo gasped in pain and shock. Darth Revan allowed Kylo to fall to the floor mortally wounded.

"You're holding back," Darth Revan sensed. "Could it be?"

"No," Kylo spat.

Darth Revan reached out to him with a gloved hand and healed his wound. "Again," Darth Revan said to him.

Kylo reached out for his lightsaber with the Force and clashed once more with his master. As he did, it was then revealed that ten-thousand Star Destroyers, in formation, were hovering in the atmosphere completely dormant as lightning struck all around.

* * *

Rey wore her white Jedi uniform as she meditated suspended in the air with rocks rotating around her. As she mediated, she looked into the past and saw the origin of Ben Solo's turn to the Dark Side. She saw flashbacks of the masked figure kneeling before Snoke in his chambers on his flagship.

"You have violated the rule of two," Snoke accused angrily. "You intend to make Ben Solo your apprentice."

"He means nothing to me," Revan replied.

"Don't lie to me," Snoke said pointing his finger. "As your final test, you will kill Ben Solo. Now...go," Snoke ordered.

"As you wish, my master," Revan said and left the room.

Rey then saw another flashback of Revan on the bridge of a star destroyer. Snoke's flagship, _Supremacy_, suddenly exited hyperspace. The massive ship fired on the star destroyer causing massive damage to its hull. Revan fell to the floor as the bridge exploded. Captain Pryde grabbed the unconscious Revan over to an escape pod. The star destroyer's engines lost control causing the ship to slam into the surface of a desert planet.

Rey opened her eyes and found Leia nearby. "The Jedi refuse to speak to me," Rey said disappointed.

"Be patient. Nothing is impossible," Leia told her and offered her Luke's lightsaber to her.

Rey refused it. "I will earn your brother's lightsaber, one day."

Leia nodded sadly and then fell to the ground from a sudden heart attack. "Master," Rey said stunned as Leia went unconscious. She raced through the forest and entered the Resistance base. "I need a medic now!" she shouted.

* * *

The Millennium Falcon finally arrived. "Get fire crews over here," Poe ordered as the ship was still on fire from an intense firefight with Tie fighters.

"Could have you used your help back there," Poe said still oblivious.

"Leia is dead," Rey said to him.

"What happened?" Poe asked devastated.

"She just...fell and there was nothing I could do to help her," Rey said flustered.

"It must have been her time," Poe said sadly. "Every moment we had with her was a gift."

"What's happening? Why is everyone so serious?" Finn asked seeing their expressions.

"General Organa has died," Poe told him. Chewie immediately roared mournfully and got on his knees in deep anguish.

"This is bad," Finn said dumbfounded.

"Did you at least find the First Order spy?" Rey asked them.

"There was no spy," Poe said frustrated.

"We did get a message from a mole inside the First Order though," Finn said.

"What's the message?" Rey asked.

* * *

Poe gathered what remained of the Resistance. "We have decoded the message from the spy within the First Order and it confirms the worse. The first known apprentice of Snoke has returned. Years ago, Snoke and this apprentice had a falling out and we all thought he was dead. Now, he's returned. We don't know what powers or abilities this new Sith Lord may have. All we know is that he is stronger than Kylo Ren," Poe said.

"Can we really believe this?" Rose doubted.

"There's more. He's been building a fleet of star destroyers the likes the galaxy has ever seen and in sixteen hours attacks on all core worlds begin," Poe said gravely. "This Sith Lord and the fleet are hiding in the unknown regions on a world called Exegol."

"Exegol does not appear on any star chart," C3PO interpreted for R2D2. "But legend has it that it is the hidden world of the Sith.

"If we want to stop him, we must find him," Maz Kanata said. "We must find Exegol."

"Luke mentioned the Sith way-finder being on Passanna in his journal. I will go...alone," Rey volunteered.

"You can't go alone," Poe objected.

"You are in command now. You must stay here and lead," Rey told him.

"Then I'll go," Finn said.

"We'll need an interpreter," Rey smiled looking at C3PO.

"Oh dear," C3PO realized.

* * *

Darth Revan, Kylo Ren, and the rest of the Knights of Ren marched to the bridge of the First Order flagship. Revan casually flung an alien head on the table in front of the First Order officers. "We have a spy in our ranks who just sent a message to the Resistance," Revan said displeased. "Whoever this traitor is, he won't stop us. We will soon become a true empire once the Resistance is crushed."

"I sense unease about my appearance, General Hux," Revan sensed referring to the mask.

"About the mask? No, Sir. Well done," he complimented.

"General Hux, you allowed Starkiller base to be destroyed, then the dreadnought, and then an entire fleet including the _Supremacy_. And now...you have betrayed us all leaking secrets to the Resistance. You have failed me for the last time, general," Revan said seething with anger.

"My lord...," Hux gasped as he was choked. His body was suddenly lifted up to the ceiling where his body was slowly crushed.

"General Pryde, you are now in command," Revan appointed as Hux died.

"Thank you, my lord," Gen. Pryde said appreciatively.

"Make no mistake, no amount of technology or physical skill compares to the power of the Force. With the death of Luke Skywalker and General Organa, the Jedi are no more," Revan told them all.

* * *

Finn, Rey, C3PO, BB-8, and Chewie arrived on Passanna and were guided towards the coordinates Luke had written down. "You sure this is it?" Finn asked skeptically as they found a large alien celebration.

"These are the exact coordinates Master Luke left behind," C3PO replied.

"What is this?" Finn asked of the celebration in front of them.

"It is the festival of the ancestors. It happens once every forty-two years," C3PO explained.

"Well, that's lucky," Finn said sarcastically.

"Lucky indeed. This festival is known for its delightful kites and delicious sweets," C3PO agreed.

"I've never seen anything like this before," Rey remarked.

"Let's see what the locals know," Finn said urgently. "Also, keep your heads down. First Order patrols could be around here. That means you, Chewie."

Rey noticed a small alien child walk up to her. She quickly kept her distance from her. "She's saying welcome," C3PO interpreted her language.

Rey took a knee as she stared at the alien child at eye level. The alien child tried to give her a necklace but Rey suddenly withdrew. "Rey, that's very rude, if I may say so," C3PO scolded her.

Rey ignored C3PO and tried to stay away from people bumping into her. A stormtrooper then spotted them. "It's the Resistance," the stormtrooper realized.

An arrow sliced through the stormtrooper's mask taking him out. "Follow me," a masked man told them.

The group went inside his tank vehicle. "Who are you?" Finn asked.

"A friend of General Leia," he revealed himself to be Lando Calrissian.

Chewie roared in joy and gave him a hug. "Good to see you, too, old buddy," Lando smiled.

"This is General Lando Calrissian," C3PO introduced.

"It is an honor, general," Finn said star-struck.

"We need to find where Exegol is," Rey brought up.

"Of course you are," Lando said grimly. "Only two were made," he said a hologram of the Sith way-finder.

"A Sith way-finder. Luke came here to find one," Rey identified.

"I know. I was with him. Luke and I were trailing an old Jedi hunter. He was carrying a clue that could lead to a way-finder. We followed his ship halfway across the galaxy here. When we found his ship, we found this," Lando said taking out the Sith dagger.

"This is the language of the Sith," Rey identified the markings.

"Do you know what it means?" Finn asked.

"Yes," Rey said. The group was interrupted by Tie fighters arriving on the planet.

"I got a bad feeling about this," Lando said as he saw them.

"We need to go," Rey said urgently.

"Take the dagger," Lando said to Rey.

"Finn, you take it," Rey declined.

"Thank you, general," Finn said appreciatively as they all left the vehicle.

The group found two speeders with Finn hot-wiring them to turn on. They then fled the scene as stormtroopers pursued them on speeders as well. Chewie and Finn did all the shooting as Rey simply meditated. Eventually, they managed to shoot down the stormtroopers in the air and on the speeders.

A lone Tie fighter carrying Darth Revan accelerated towards them. Rey went out to meet it and ignited her lightsaber. The Tie fighter fired continuous laser fire at Rey and in an instant, she was gone in the dust. "Rey, no!" Finn shouted.

Darth Revan landed the Tie fighter and then calmly walked over to the dust cloud. Finn looked intently into the dust cloud to see what was going on but it was completely obscured. He could hear the crackling of a lightsaber and then moments later Rey emerged completely unharmed. The dust settled with Darth Revan seemingly on the ground not moving.

"They took Chewie," Finn said as a First Order transport ship took him away.

Rey reached out with the Force and brought the transport ship crashing down. Rey and Finn then worked to free Chewie and brought him aboard a new ship they had found in the desert. They then fled the scene as more Tie fighters arrived. Arriving at the Millenium Falcon a short distance away, they then took off into space.

* * *

Hiding in an asteroid field, the group considered their next move. "Alright, where to next?" Finn wondered.

"I can read the Sith language on the dagger. It says the way-finder is in the Endor system," Rey revealed.

"How do you know the Sith language?" Finn questioned.

"There are things about me you don't know about. I had a vision once of the Sith throne and on it was Kylo Ren...and me," Rey said troubled.

"That isn't going to happen, alright. You're a good person, Rey. The Light-Side of the Force is in you. You're a Jedi," Finn told her.

"Right," Rey nodded appreciatively.

* * *

The Millennium Falcon landed on Endor near the ruins of the second Death Star. "The way-finder is there? It will take years to find it," Finn said as he saw the massive ruins.

Rey eyed the observation tower in the wreckage. "It will be there," she pointed out.

A group of former stormtroopers came upon them riding on alien horses. "Are you Resistance?" Jannah, their leader asked.

"That depends," Finn told her.

"We're free men. Why are you here?" Jannah asked.

"There's something we need to find in that wreck," Rey said to her.

"The waters are too dangerous. Wait tomorrow morning and we'll help you sail to it," Jannah offered.

"We don't have that kind of time," Finn objected.

"I'll cross the waters myself," Rey said confidently. She proceeded to walk towards the shore and then walked on the water to the amazement of the free men. Rey then created a path for herself dividing the water in half so that it would not crash over her.

"She's good," Jannah remarked.

"No kidding," Finn said amazed.

Rey then entered the wreck and made her way to Emperor Palpatine's former throne room. Entering his personal chambers, she found the Sith way-finder device. As soon as she did, she suddenly encountered Darth Revan wielding a double-bladed lightsaber. The two had an intense duel in the room until Rey stumbled out of the room and onto the floor. There, Kylo Ren was waiting for her.

"You killed my mother," he accused.

"She died of natural causes," Rey denied.

Kylo Ren gave her a skeptical look. "I know what I have to do, what I have been taught to do, but I don't know if I have the strength to do it."

"Let's find out," Rey challenged igniting her blue lightsaber and then went after him with lethal strikes. Kylo Ren barely dodged her strikes and then ignited his own red cross-guard lightsaber. The two fought briefly in the throne room and then went outside on a bridge just over the waterline. The two fought with killer intent as Finn and Jannah looked on.

"Rey!" Finn shouted wanting to intervene.

Rey used the Force to push him back so he wouldn't interfere in their duel. Kylo Ren took advantage of Rey's distraction but then a large wave came towards them. Rey and Kylo Ren both leaped out of the way as the wave came crashing down on the bridge they were on. Rey landed first before Kylo Ren and immediately attacked him gaining the advantage. Kylo Ren struggled to defend himself and then Rey used her left hand to freeze his blade in place with the Force. She then sliced him through the gut. Kylo Ren fell to the bridge floor mortally wounded.

"Finish it," he said to her.

"You don't give me orders," Rey replied back and then used the Force to heal his gut wound.

Kylo Ren gave her an amazed look as she walked off taking his Tie fighter off Endor towards Exegol. As she got closer to the planet, she sent a signal to the Resistance her location.

* * *

Poe was immediately alerted to the signal. "It's coming from a Tie Fighter. It could be a trap," Poe considered. "The message is over secure Resistance channels," the radio tech officer told him.

"Alright, good enough for me," Poe said pleased. "Let's get moving!"

Resistant fighters and corvettes prepared to take off as Poe contemplated the future. He sat down next to the body of Leia to think. "I got to tell you, I don't know how to do this," he admitted. "What you did, I'm not ready."

"Neither were we: Luke, Han, Leia, me. Who's ever ready?" Lando interrupted his thoughts.

"How did you do it? Defeat an empire with almost nothing?" Poe asked standing up.

"We had each other. That's how we won," Lando said.

* * *

Kylo Ren contemplated his thoughts and feelings on the bridge as water crashed over it. "Ben, don't give in to hate," a voice said to him.

Kylo Ren quickly summoned his lightsaber only to find Anakin Skywalker's force ghost appear to him. "I know who you are," he said positively spooked.

"Then you know why I am here," Anakin replied.

"Your love for your son caused you to betray the Emperor and end the empire. I will not make the same mistake," Kylo pledged.

"It was love that turned you into Kylo Ren," Anakin reminded him.

"What should I do?" Kylo asked him.

"It was my love for Padme that gave me my power but it was my fear and hate that caused my fall. Only love is immortal and eternal," Anakin said to him.

"She doesn't feel the same way," Kylo said.

Anakin smiled gently. "You're still alive, aren't you?" he pointed out.

* * *

Rey walked towards the Sith pyramid on Exegol and proceeded to enter the basement level. She descended down just as Kylo Ren had and walked towards a Sith throne in the center of the structure. There, she found the masked figure sitting there on the throne.

"Long have I waited for this moment," Darth Revan said to her.

Rey simply stared at the masked figure not intimidated in the slightest. Darth Revan finally took off the mask revealing herself as...Rey and then faded away as a Force projection. Rey's white Jedi clothes changed colors from white to black as her true self was revealed and then her eyes turned red.

* * *

**Flashback**

Rey recalled when she fought with Kylo Ren over control of Luke's lightsaber and how it exploded stunning them both. Rey then got back to her feet and gave Kylo Ren a flustered look as her lost memories returned to her. She had been the powerful Sith apprentice to Snoke, the granddaughter of Palpatine, and heir to the First Order. She had infiltrated Luke's Jedi Academy and seduced Ben Solo to the Dark Side where he proceeded to recruit the Knights of Ren and killed the remaining Jedi students. By making Ben Solo her apprentice and failing to kill him when ordered to do so, Snoke had betrayed her firing on her own star destroying landing her on Jakku suffering from amnesia.

Upon realizing that Rey was on Jakku, Kylo Ren searched for her everywhere and then finally captured her bringing her back to Starkiller base to cure her of her amnesia. But then she escaped and defeated him in lightsaber combat as Starkiller base was destroyed. Then, Luke Skywalker sensed and feared the darkness inside her but did not realize her true past.

"I remember...everything now," Rey said to Kylo Ren after they had recovered from the explosion in Snoke's throne room.

Kylo Ren smiled pleased and then knelt before her. "Forgive me for following Snoke. I believed you were dead and when I found out you were still alive, I plotted to destroy him. I could not do it alone but together we overcame him."

"Rise, my apprentice," Rey said to him.

"What is our next move?" Kylo Ren asked her.

Rey's red eyes went back to brown as she used a Force illusion to hide her true nature. "Send a token force to Crait. We'll lure out the Resistance across the galaxy and destroy them once and for all."

"What if they don't answer the call?" Kylo Ren asked.

"Then I have another plan," Rey smirked and then departed from him as General Hux entered the room.

**End Flashback**

* * *

The ceiling then opened revealing the space battle above. Resistance fighters struggled mightly against the fleet of Star Destroyers. On the surface of the General Pryde's star destroyer, the battle raged as Resistance fighters led by Finn and stormtroopers fired at one another. Scores on both sides fell in the intense laser fire.

"Tilt the ship," General Pryde ordered.

The star destroyer then titled itself utilizing gravity to its advantage. Resistance fighters and stormtroopers on the deck were flung off and fell to their deaths. Poe, Jannah, Rose and some of his crew held on for dear life on the star destroyer hull.

"I can't hold on," Rose shouted and then fell to her death.

"Rose!" Poe shouted as she fell.

Kylo Ren and the Knights of Ren landed their Tie fighters on Exegol and entered the pyramid. There, they approached Rey. They knelt before her as the one true master of the Sith. "Rise, there is work to be done," she said to them.

Poe continued to evade Tie fighters as the rest of his Resistance squadron was picked off one-by-one. "Is there anyone out there?" he radioed.

He then received nothing but silence for a few moments. "General Dameron, we have arrived," Lando said to him from the Millennium Falcon. Poe then saw an awesome sight as thousands of ships, military and civilian alike, all emerged from hyperspace to challenge the trapped star destroyer fleet.

"Look at that," Poe said amazed.

General Pryde stared at his screen in shock as a star destroyer suddenly exploded from intense laser fire from the new Resistance fleet. "Where did this fleet come from?" he asked his captain.

"It's not military. It's just...people," the captain replied astonished.

"Right the ship and engage them," General Pryde ordered.

Several star destroyers fired back at the Resistance fleet while the other ten-thousand still remained dormant. Another star destroyer exploded as Resistance fighters fired at its underbelly docking bay. The Millennium Falcon did its part with Wedge Antilles acting as a gunner.

"I wonder why those star destroyers are not attacking," Lando considered.

Rey raised her hands and summoned the life-force from Kylo Ren and the Knights of Ren exhausting them. Fully charged, Rey fired Force lightning of epic proportions into the air towards the battling fleets. The Force lightning danced off every fighter and ship in the area, friend-and-foe alike. It was then that it was finally revealed that ten-thousand-star destroyers were an elaborate illusion as they all faded away leaving a small First Order task force behind.

"It's a trap," Lando realized.

The Force lightning incinerated Resistance ships until thousands of them were destroyed. The Millennium Falcon broke apart killing Lando, Chewie, Wedge, and all others on board. Poe's X-wing fighter was blasted apart killing Poe and destroying R2D2. Finn watched horrified as the entire Resistance fleet was destroyed before his eyes.

Rey came up to an exhausted Kylo Ren. "We've done it. We've ended the rebellion once and for all," she said pleased.

Kylo nodded. "My lady, I can no longer be your apprentice," he said handing her his lightsaber and preparing himself for death.

"Why not?" Rey demanded.

"A Sith apprentice must always strive to overthrow and kill his master to become a master himself in the rule of two," Kylo recited.

"Yes," Rey agreed.

"But I cannot bring myself to do it. Rey, I love you," Kylo admitted.

Rey became moved by his confession and then embraced him for a kiss. "Then I shall establish a new order, one built on love rather than hate. The Dark Side is passion and freedom. The Dark Side is the freedom to be what we want to be," she told him.

"Then I shall follow you forever," Kylo pledged.

"As my equal, my partner," Rey replied giving back his lightsaber.

* * *

Rey and Kylo Ren entered the docking bay of the First Order flagship and met with General Pryde. "An unexpected pleasure, my Empress," he said respectfully.

"You are to be commended for your part in the rebellion's demise. You will be Grand Admiral of all First Order ships," Rey said to him.

She then eyed the captured prisoners who were brought to their knees before her. "Kill them all except for this one," she pointed at Finn.

The stormtroopers immediately fired on the prisoners killing Jannah and the rest. Finn gave Rey a defiant look. "How could you betray us like this? We were your friends, your family."

"The same way you betrayed your brotherhood so easily? How many stormtroopers have you killed since your defection?" Rey mocked. "When you found me, my mind was lost and fragmented. You never knew who I really was, the granddaughter of Emperor Palpatine and Kylo Ren's true master. Once my memories were restored, I knew who I was and what I needed to do to bring order, unity, and justice to the galaxy."

"Then there is no hope," Finn realized sadly.

Rey gave him a sympathetic look. "What was it you were trying to tell me? That the Force is in you?"

Finn simply stared at her. "It is how you broke free of your programming and survived against Kylo Ren. Join me and I'll make you one of my elite guards," Rey offered.

"No, I'll never go back to the First Order," Finn refused.

"If you are not with me, you're my enemy," Rey raised her hands at him.

Finn closed his eyes and prepared for death. Rey blasted him with Force lightning lighting up his skeleton. Finn finally fell to the floor dead. Rey wiped away a tear and then turned to Kylo Ren and General Pryde.

"A threat from another galaxy is on its way here. They are immune to the Force and will not stop until they have wiped clean everyone that lives in our galaxy. We must prepare every system for their invasion," Rey ordered.

"A new Death Star perhaps," General Pryde suggested.

"No, something much smaller, the size of a fighter," Kylo Ren corrected.

Rey nodded. "The Sunkiller."

The First Order flagship then exited hyperspace where it met up with the real First Order composed of thousands of star destroyers and a completely fixed _Supremacy_. Rey and Kylo Ren smiled as more star destroyers arrived from all across the galaxy ready to serve their new empress.

Rey turned to Kylo Ren. "From this time forth, I'm taking your name," she said lovingly.

"Ren?" Kylo wondered.

"Skywalker."

* * *

**Author's Notes:** I have nothing against Rise, I just wanted to put forth a Dark Side interpretation to the film that doesn't require bringing Palpatine back from the dead. In case it was confusing, Jedi Rey was a Force projection up until the point where the Tie fighter fires on her, then Revan and Rey change places in the dust. I was inspired by the game Kotor to explain Rey's backstory and inexplicable powers.


End file.
